Exhibit
10.12


 





EXECUTION VERSION


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of November 4, 2021.


 


Between:


 


		(1)	RIGEL
                                            RESOURCE ACQUISITION CORP.,
                                            an exempted
                                            company incorporated under the laws of the Cayman Islands with registered office at PO Box
                                            309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”);
                                            and



 


		(2)	the
                                            undersigned individual (“Indemnitee”).



 


Whereas:


 


		(A)	The
                                            Company is contemplating an initial public offering;



 


		(B)	Highly
                                            competent persons have become more reluctant to serve publicly-held corporations as directors,
                                            officers or in other capacities unless they are provided with adequate protection through
                                            insurance or adequate indemnification against inordinate risks of claims and actions against
                                            them arising out of their service to and activities on behalf of such corporations;



 


		(C)	The
                                            board of directors of the Company (the “Board”) has determined that, in
                                            order to attract and retain qualified individuals, the Company will attempt to maintain on
                                            an ongoing basis, at its sole expense, liability insurance to protect persons serving the
                                            Company and any of its subsidiaries from certain liabilities. Although the furnishing of
                                            such insurance has been a customary and widespread practice among publicly traded corporations
                                            and other business enterprises, the Company believes that, given current market conditions
                                            and trends, such insurance may be available to it in the future only at higher premiums and
                                            with more exclusions. At the same time, directors, officers and other persons in service
                                            to corporations or business enterprises are being increasingly subjected to expensive and
                                            time-consuming litigation relating to, among other things, matters that traditionally would
                                            have been brought only against the Company or business enterprise itself. The amended and
                                            restated memorandum and articles of association of the Company (the “Articles”)
                                            provide for the indemnification of the officers and directors of the Company. The Articles
                                            expressly provide that the indemnification provisions set forth therein are not exclusive,
                                            and thereby contemplate that contracts may be entered into between the Company and members
                                            of the board of directors, officers and other persons with respect to indemnification, hold
                                            harmless, exoneration, advancement and reimbursement rights;



 


		(D)	The
                                            uncertainties relating to such insurance and to indemnification have increased the difficulty
                                            of attracting and retaining such persons;



 


		(E)	The
                                            Board has determined that the increased difficulty in attracting and retaining such persons
                                            is detrimental to the best interests of the Company’s shareholders and that the Company
                                            should act to assure such persons that there will be increased certainty of such protection
                                            in the future;



 






     


    


    

 


		(F)	It
                                            is reasonable, prudent and necessary for the Company contractually to obligate itself to
                                            indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to
                                            the fullest extent permitted by applicable law and the Articles so that they will serve or
                                            continue to serve the Company free from undue concern that they will not be so protected
                                            against liabilities;



 


		(G)	This
                                            Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted
                                            pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate
                                            any rights of Indemnitee thereunder;



 


		(H)	Indemnitee
                                            may not be willing to serve as an officer or director, advisor or in another capacity without
                                            adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee
                                            is willing to serve, continue to serve and to take on additional service for or on behalf
                                            of the Company on the condition that Indemnitee be so indemnified; and



 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement
to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering,
the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS
AND CONDITIONS


 


		1	SERVICES
                                            TO THE COMPANY



 


In
consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director,
advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or
retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this
Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee
or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.


 


		2	DEFINITIONS



 


As
used in this Agreement:


 


		2.1	References
                                            to “agent” shall mean any person who is or was a director, officer or
                                            employee of the Company or a subsidiary of the Company or other person authorized by the
                                            Company to act for the Company, to include such person serving in such capacity as a director,
                                            officer, employee, advisor, fiduciary or other official of another corporation, partnership,
                                            limited liability company, joint venture, trust or other enterprise at the request of, for
                                            the convenience of, or to represent the interests of the Company or a subsidiary of the Company.



 






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		2.2	The
                                            terms “Beneficial Owner” and “Beneficial Ownership”
                                            shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined
                                            below) as in effect on the date hereof.



 


		2.3	A
                                            “Change in Control” shall be deemed to occur upon the earliest to occur
                                            after the date of this Agreement of any of the following events:



 


		(a)	Acquisition
                                            of Shares by Third Party. Other than an affiliate of Rigel Resource Acquisition Holding
                                            LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly,
                                            of securities of the Company representing fifteen percent (15%) or more of the combined voting
                                            power of the Company’s then outstanding securities entitled to vote generally in the
                                            election of directors, unless (1) the change in the relative Beneficial Ownership of the
                                            Company’s securities by any Person results solely from a reduction in the aggregate
                                            number of outstanding shares entitled to vote generally in the election of directors, or
                                            (2) such acquisition was approved in advance by the Continuing Directors (as defined below)
                                            and such acquisition would not constitute a Change in Control under part (c) of this definition;



 


		(b)	Change
                                            in Board of Directors. Individuals who, as of the date hereof, constitute the Board,
                                            and any new director whose election by the Board or nomination for election by the Company’s
                                            shareholders was approved by a vote of at least two-thirds of the directors then still in
                                            office who were directors on the date hereof or whose election or nomination for election
                                            was previously so approved (collectively, the “Continuing Directors”),
                                            cease for any reason to constitute at least a majority of the members of the Board;



 


		(c)	Corporate
                                            Transactions. The effective date of a merger, share exchange, asset acquisition, share
                                            purchase, reorganization or similar business combination, involving the Company and one or
                                            more businesses (a “Business Combination”), in each case, unless, following
                                            such Business Combination: (1) all or substantially all of the individuals and entities
                                            who were the Beneficial Owners of securities entitled to vote generally in the election of
                                            directors immediately prior to such Business Combination beneficially own, directly or indirectly,
                                            more than fifty-one percent (51%) of the combined voting power of the then outstanding securities
                                            of the Company entitled to vote generally in the election of directors resulting from such
                                            Business Combination (including, without limitation, a corporation which as a result of such
                                            transaction owns the Company or all or substantially all of the Company’s assets either
                                            directly or through one or more Subsidiaries) in substantially the same proportions as their
                                            ownership immediately prior to such Business Combination, of the securities entitled to vote
                                            generally in the election of directors; (2) other than an affiliate of Rigel Resource Acquisition
                                            Holding LLC, no Person (excluding any corporation resulting from such Business Combination)
                                            is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the
                                            combined voting power of the then outstanding securities entitled to vote generally in the
                                            election of directors of the surviving corporation except to the extent that such ownership
                                            existed prior to the Business Combination; and (3) at least a majority of the Board of Directors
                                            of the corporation resulting from such Business Combination were Continuing Directors at
                                            the time of the execution of the initial agreement, or of the action of the Board of Directors,
                                            providing for such Business Combination;



 






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		(d)	Liquidation.
                                            The approval by the shareholders of the Company of a complete liquidation of the Company
                                            or an agreement or series of agreements for the sale or disposition by the Company of all
                                            or substantially all of the Company’s assets, other than factoring the Company’s
                                            current receivables or escrows due (or, if such approval is not required, the decision by
                                            the Board to proceed with such a liquidation, sale, or disposition in one transaction or
                                            a series of related transactions); or



 


		(e)	Other
                                            Events. There occurs any other event of a nature that would be required to be reported
                                            in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar
                                            item on any similar schedule or form) promulgated under the Exchange Act, whether or not
                                            the Company is then subject to such reporting requirement.



 


		2.4	“corporation”
                                            shall mean a company or a corporation, as the case may be.



 


		2.5	“Corporate
                                            Status” describes the status of a person who is or was a director, director nominee,
                                            officer, trustee, general partner, manager, managing member, fiduciary, employee or agent
                                            of the Company or of any other Enterprise (as defined below) which such person is or was
                                            serving at the request of the Company.



 


		2.6	“Delaware
                                            Court” shall mean the Court of Chancery of the State of Delaware.



 


		2.7	“Disinterested
                                            Director” shall mean a director of the Company who is not and was not a party to
                                            the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.



 


		2.8	“Enterprise”
                                            shall mean the Company and any other corporation, constituent corporation (including any
                                            constituent of a constituent) absorbed in a merger or consolidation to which the Company
                                            (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership,
                                            joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or
                                            was serving at the request of the Company as a director, officer, trustee, general partner,
                                            manager, managing member, fiduciary, employee or agent.



 


		2.9	“Exchange
                                            Act” shall mean the Securities Exchange Act of 1934, as amended.



 






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		2.10	“Expenses”
                                            shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
                                            including, without limitation, all attorneys’ fees and costs, retainers, court costs,
                                            transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
                                            and professional advisors, duplicating costs, printing and binding costs, telephone charges,
                                            postage, delivery service fees, fax transmission charges, secretarial services and all other
                                            disbursements, obligations or expenses in connection with prosecuting, defending, preparing
                                            to prosecute or defend, investigating, being or preparing to be a witness in, settlement
                                            or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation
                                            for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Company
                                            or any third party. Expenses also shall include Expenses incurred in connection with any
                                            appeal resulting from any Proceeding, including, without limitation, the principal, premium,
                                            security for, and other costs relating to any cost bond, supersedeas bond, or other appeal
                                            bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by
                                            Indemnitee or the amount of judgments or fines against Indemnitee.



 


		2.11	“Independent
                                            Counsel” shall mean a law firm or a member of a law firm with significant experience
                                            in matters of corporate law and neither presently is, nor in the past five years has been,
                                            retained to represent: (i) the Company or Indemnitee in any matter material to either such
                                            party (other than with respect to matters concerning Indemnitee under this Agreement, or
                                            of other indemnitees under similar indemnification agreements); or (ii) any other party to
                                            the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the
                                            foregoing, the term “Independent Counsel” shall not include any person
                                            who, under the applicable standards of professional conduct then prevailing, would have a
                                            conflict of interest in representing either the Company or Indemnitee in an action to determine
                                            Indemnitee’s rights under this Agreement.



 


		2.12	References
                                            to “fines” shall include any excise tax assessed on Indemnitee with respect
                                            to any employee benefit plan; references to “serving at the request of the Company”
                                            shall include any service as a director, officer, employee, agent or fiduciary of the Company
                                            which imposes duties on, or involves services by, such director, officer, employee, agent
                                            or fiduciary with respect to an employee benefit plan, its participants or beneficiaries;
                                            and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be
                                            in the best interests of the participants and beneficiaries of an employee benefit plan,
                                            Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests
                                            of the Company” as referred to in this Agreement.



 


		2.13	The
                                            term “Person” shall have the meaning as set forth in Sections 13(d) and
                                            14(d) of the Exchange Act as in effect on the date hereof; provided, however,
                                            that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as
                                            defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary
                                            of the Company or of any corporation owned, directly or indirectly, by the shareholders of
                                            the Company in substantially the same proportions as their ownership of shares of the Company;
                                            and (iv) any trustee or other fiduciary holding securities under an employee benefit plan
                                            of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly
                                            by the shareholders of the Company in substantially the same proportions as their ownership
                                            of shares of the Company.



 






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		2.14	The
                                            term “Proceeding” shall include any threatened, pending or completed action,
                                            suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry,
                                            administrative hearing or any other actual, threatened or completed proceeding, whether brought
                                            in the right of the Company or otherwise and whether of a civil (including intentional or
                                            unintentional tort claims), criminal, administrative, or investigative or related nature,
                                            in which Indemnitee was, is, will or might be involved as a party or otherwise by reason
                                            of the fact that Indemnitee is or was a director, director nominee or officer of the Company,
                                            by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure
                                            to act) on Indemnitee’s part while acting as a director, director nominee or officer
                                            of the Company, or by reason of the fact that Indemnitee is or was serving at the request
                                            of the Company as a director, officer, trustee, general partner, manager, managing member,
                                            fiduciary, employee or agent of any other Enterprise, in each case whether or not serving
                                            in such capacity at the time any liability or expense is incurred for which indemnification,
                                            reimbursement, or advancement of expenses can be provided under this Agreement.



 


		2.15	The
                                            term “Subsidiary,” with respect to any Person, shall mean any corporation,
                                            limited liability company, partnership, joint venture, trust or other entity of which a majority
                                            of the voting power of the voting equity securities or equity interest is owned, directly
                                            or indirectly, by that Person.



 


		3	INDEMNITY
                                            IN THIRD-PARTY PROCEEDINGS



 


To
the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with
the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason
of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against
all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct
was unlawful.


 


		4	INDEMNITY
                                            IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To
the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of
Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section
4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company,
unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnification, to be held harmless or to exoneration.


 






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		5	INDEMNIFICATION
                                            FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



 


Notwithstanding
any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s
Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of
any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the
Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law
and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful
in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless
and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 


		6	INDEMNIFICATION
                                            FOR EXPENSES OF A WITNESS



 


Notwithstanding
any other provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, Indemnitee shall,
to the fullest extent permitted by applicable law and the Articles, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


		7	ADDITIONAL
                                            INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


		7.1	Notwithstanding
                                            any limitation in Section 3, 4, or 5, and subject to Section 27, the Company shall, to the
                                            fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and
                                            exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any
                                            Proceeding (including a Proceeding by or in the right of the Company to procure a judgment
                                            in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement
                                            (including all interest, assessments and other charges paid or payable in connection with
                                            or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
                                            actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification,
                                            hold harmless or exoneration rights shall be available under this Section 7.1 on account
                                            of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty
                                            to the Company or its shareholders or is an act or omission not in good faith or which involves
                                            intentional misconduct or a knowing violation of applicable law.



 






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		7.2	Notwithstanding
                                            any limitation in Section 3, 4, 5 or 7.1, and subject to Section 27, the Company shall, to
                                            the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless
                                            and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to
                                            any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment
                                            in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement
                                            (including all interest, assessments and other charges paid or payable in connection with
                                            or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
                                            actually and reasonably incurred by Indemnitee in connection with the Proceeding.



 


		8	CONTRIBUTION
                                            IN THE EVENT OF JOINT LIABILITY



 


		8.1	To
                                            the fullest extent permissible under applicable law and the Articles, if the indemnification,
                                            hold harmless and/or exoneration rights provided for in this Agreement are unavailable to
                                            Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
                                            holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire
                                            amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts
                                            paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without
                                            requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
                                            any right of contribution it may have at any time against Indemnitee.



 


		8.2	The
                                            Company shall not enter into any settlement of any Proceeding in which the Company is jointly
                                            liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
                                            provides for a full and final release of all claims asserted against Indemnitee.



 


		8.3	The
                                            Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any
                                            claims for contribution which may be brought by officers, directors or employees of the Company
                                            other than Indemnitee who may be jointly liable with Indemnitee.



 


		9	EXCLUSIONS



 


The
Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment
in connection with any claim made against Indemnitee:


 


		(a)	for
                                            which payment has actually been received by or on behalf of Indemnitee under any insurance
                                            policy or other indemnity or advancement provision and which payment has not subsequently
                                            been returned, except with respect to any excess beyond the amount actually received under
                                            any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;



 






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		(b)	for
                                            an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee
                                            of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or
                                            any successor rule) or similar provisions of state statutory law or common law; or



 


		(c)	prior
                                            to a Change in Control, other than as provided in Sections 14.5 and 14.6 hereof, in connection
                                            with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any
                                            Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or
                                            its directors, officers, employees or other indemnitees, unless (i) the Board authorized
                                            the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company
                                            provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
                                            pursuant to the powers vested in the Company under applicable law.



 


		10	ADVANCES
                                            OF EXPENSES; DEFENSE OF CLAIM



 


		10.1	Notwithstanding
                                            any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest
                                            extent not prohibited by applicable law or the Articles, the Company shall pay the Expenses
                                            incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
                                            within three months) in connection with any Proceeding within ten (10) days after the receipt
                                            by the Company of a statement or statements requesting such advances from time to time, prior
                                            to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
                                            by law, be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
                                            ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
                                            to be indemnified, held harmless or exonerated or other entitlement to contribution under
                                            the other provisions of this Agreement. Advances shall include any and all reasonable Expenses
                                            incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred
                                            preparing and forwarding statements to the Company to support the advances claimed. To the
                                            fullest extent required by applicable law, such payments of Expenses in advance of the final
                                            disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking,
                                            by or on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined
                                            that Indemnitee is not entitled to be indemnified by the Company or otherwise entitled to
                                            contribution under the provisions of this Agreement, the Articles, applicable law or otherwise.
                                            This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification,
                                            hold harmless or exoneration payment is excluded pursuant to Section 9.



 


		10.2	The
                                            Company will be entitled to participate in the Proceeding at its own expense.



 


		10.3	The
                                            Company shall not settle any action, claim or Proceeding (in whole or in part) which would
                                            impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
                                            prior written consent.



 






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		11	PROCEDURE
                                            FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		11.1	Indemnitee
                                            agrees to notify promptly the Company in writing upon being served with any summons, citation,
                                            subpoena, complaint, indictment, information or other document relating to any Proceeding
                                            or matter which may be subject to indemnification, hold harmless or exoneration rights, or
                                            advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
                                            shall not relieve the Company of any obligation which it may have to Indemnitee under this
                                            Agreement, or otherwise.



 


		11.2	Indemnitee
                                            may deliver to the Company a written application to indemnify, hold harmless or exonerate
                                            Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time
                                            to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion.
                                            Following such a written application for indemnification by Indemnitee, Indemnitee’s
                                            entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.



 


		12	PROCEDURE
                                            UPON APPLICATION FOR INDEMNIFICATION



 


		12.1	A
                                            determination, if required by applicable law, with respect to Indemnitee’s entitlement
                                            to indemnification shall be made in the specific case by one of the following methods, which
                                            shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors,
                                            even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion
                                            to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders
                                            by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect
                                            to any determination that Indemnitee is or is not entitled to indemnification, including
                                            a description of any reason or basis for which indemnification has been denied. If it is
                                            so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall
                                            be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate
                                            with the person, persons or entity making such determination with respect to Indemnitee’s
                                            entitlement to indemnification, including providing to such person, persons or entity upon
                                            reasonable advance request any documentation or information which is not privileged or otherwise
                                            protected from disclosure and which is reasonably available to Indemnitee and reasonably
                                            necessary to such determination. Any costs or Expenses (including attorneys’ fees and
                                            disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity
                                            making such determination shall be borne by the Company (irrespective of the determination
                                            as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to
                                            indemnify and to hold Indemnitee harmless therefrom.



 






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		12.2	In
                                            the event the determination of entitlement to indemnification is to be made by Independent
                                            Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided
                                            in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
                                            shall request that such selection be made by the Board), and Indemnitee shall give written
                                            notice to the Company advising it of the identity of the Independent Counsel so selected
                                            and certifying that the Independent Counsel so selected meets the requirements of “Independent
                                            Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected
                                            by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of
                                            the identity of the Independent Counsel so selected and certifying that the Independent Counsel
                                            so selected meets the requirements of “Independent Counsel” as defined in Section
                                            2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may,
                                            within ten (10) days after such written notice of selection shall have been received, deliver
                                            to the Company or to Indemnitee, as the case may be, a written objection to such selection;
                                            provided, however, that such objection may be asserted only on the ground that
                                            the Independent Counsel so selected does not meet the requirements of “Independent
                                            Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
                                            with particularity the factual basis of such assertion. Absent a proper and timely objection,
                                            the person so selected shall act as Independent Counsel. If such written objection is so
                                            made and substantiated, the Independent Counsel so selected may not serve as Independent
                                            Counsel unless and until such objection is withdrawn or a court of competent jurisdiction
                                            has determined that such objection is without merit. If, within twenty (20) days after submission
                                            by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no
                                            Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
                                            may petition the Delaware Court for resolution of any objection which shall have been made
                                            by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
                                            for the appointment as Independent Counsel of a person selected by the Delaware Court, and
                                            the person with respect to whom all objections are so resolved or the person so appointed
                                            shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of
                                            any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent
                                            Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
                                            to the applicable standards of professional conduct then prevailing).



 


		12.3	The
                                            Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully
                                            indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
                                            liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
                                            hereto.



 


		13	PRESUMPTIONS
                                            AND EFFECT OF CERTAIN PROCEEDINGS



 


		13.1	In
                                            making a determination with respect to entitlement to indemnification hereunder, the person,
                                            persons or entity making such determination shall presume that Indemnitee is entitled to
                                            indemnification under this Agreement if Indemnitee has submitted a request for indemnification
                                            in accordance with Section 11.2 of this Agreement, and the Company shall have the burden
                                            of proof to overcome that presumption in connection with the making by any person, persons
                                            or entity of any determination contrary to that presumption. Neither the failure of the Company
                                            (including by its directors or Independent Counsel) to have made a determination prior to
                                            the commencement of any action pursuant to this Agreement that indemnification is proper
                                            in the circumstances because Indemnitee has met the applicable standard of conduct, nor an
                                            actual determination by the Company (including by its directors or Independent Counsel) that
                                            Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
                                            or create a presumption that Indemnitee has not met the applicable standard of conduct.



 






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		13.2	If
                                            the person, persons or entity empowered or selected under Section 12 of this Agreement to
                                            determine whether Indemnitee is entitled to indemnification shall not have made a determination
                                            within thirty (30) days after receipt by the Company of the request therefor, the requisite
                                            determination of entitlement to indemnification shall be deemed to have been made and Indemnitee
                                            shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material
                                            fact, or an omission of a material fact necessary to make Indemnitee’s statement not
                                            materially misleading, in connection with the request for indemnification, or (ii) a final
                                            judicial determination that any or all such indemnification is expressly prohibited under
                                            applicable law; provided, however, that such 30-day period may be extended
                                            for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons
                                            or entity making the determination with respect to entitlement to indemnification in good
                                            faith requires such additional time for the obtaining or evaluating of documentation and/or
                                            information relating thereto.



 


		13.3	The
                                            termination of any Proceeding or of any claim, issue or matter therein, by judgment, order,
                                            settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not
                                            (except as otherwise expressly provided in this Agreement) of itself adversely affect the
                                            right of Indemnitee to indemnification or create a presumption that Indemnitee did not act
                                            in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed
                                            to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
                                            had reasonable cause to believe that Indemnitee’s conduct was unlawful.



 


		13.4	For
                                            purposes of any determination of good faith, Indemnitee shall be deemed to have acted in
                                            good faith if Indemnitee’s action is based on the records or books of account of the
                                            Enterprise, including financial statements, or on information supplied to Indemnitee by the
                                            directors, managers, managing members, or officers of the Enterprise in the course of their
                                            duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of
                                            the Board or any director, trustee, general partner, manager or managing member or on information
                                            or records given or reports made to the Enterprise, its Board, any committee of the Board
                                            or any director, trustee, general partner, manager or managing member by an independent certified
                                            public accountant or by an appraiser or other expert selected by the Enterprise, its Board,
                                            any committee of the Board or any director, trustee, general partner, manager or managing
                                            member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit
                                            in any way the other circumstances in which Indemnitee may be deemed or found to have met
                                            the applicable standard of conduct set forth in this Agreement.



 


		13.5	The
                                            knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner,
                                            manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed
                                            to Indemnitee for purposes of determining the right to indemnification under this Agreement.



 






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		14	REMEDIES
                                            OF INDEMNITEE



 


		14.1	In
                                            the event that (i) a determination is made pursuant to Section 12 of this Agreement that
                                            Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses,
                                            to the fullest extent permitted by applicable law and the Articles, is not timely made pursuant
                                            to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification
                                            shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after
                                            receipt by the Company of the request for indemnification, (iv) payment of indemnification
                                            is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement
                                            within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution
                                            payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment
                                            of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10)
                                            days after a determination has been made that Indemnitee is entitled to indemnification,
                                            or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under
                                            this Agreement or otherwise is not made within ten (10) days after receipt by the Company
                                            of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware
                                            Court to such indemnification, hold harmless, exoneration, contribution or advancement rights.
                                            Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration
                                            to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation
                                            Procedures of the American Arbitration Association. Except as set forth herein, the provisions
                                            of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration.
                                            The Company shall not oppose Indemnitee’s right to seek any such adjudication or award
                                            in arbitration.



 


		14.2	In
                                            the event that a determination shall have been made pursuant to Section 12.1 of this Agreement
                                            that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
                                            commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial,
                                            or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
                                            determination. In any judicial proceeding or arbitration commenced pursuant to this Section
                                            14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated
                                            and to receive advances of Expenses under this Agreement and the Company shall have the burden
                                            of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to
                                            receive advances of Expenses, as the case may be, and the Company may not refer to or introduce
                                            into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
                                            for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to
                                            this Section 14, Indemnitee shall not be required to reimburse the Company for any advances
                                            pursuant to Section 10 until a final determination is made with respect to Indemnitee’s
                                            entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).



 


		14.3	If
                                            a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee
                                            is entitled to indemnification, the Company shall be bound by such determination in any judicial
                                            proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
                                            by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
                                            statement not materially misleading, in connection with the request for indemnification,
                                            or (ii) a prohibition of such indemnification under applicable law.



 






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		14.4	The
                                            Company shall be precluded from asserting in any judicial proceeding or arbitration commenced
                                            pursuant to this Section 14 that the procedures and presumptions of this Agreement are not
                                            valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator
                                            that the Company is bound by all the provisions of this Agreement.



 


		14.5	The
                                            Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable
                                            law and the Articles against all Expenses and, if requested by Indemnitee, shall (within
                                            ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
                                            to the fullest extent permitted by applicable law and the Articles, such Expenses which are
                                            incurred by Indemnitee in connection with any judicial proceeding or arbitration brought
                                            by Indemnitee (i) to enforce Indemnitee’s rights under, or to recover damages for breach
                                            of, this Agreement or any other indemnification, hold harmless, exoneration, advancement
                                            or contribution agreement or provision of the Articles now or hereafter in effect; or (ii)
                                            for recovery or advances under any insurance policy maintained by any person for the benefit
                                            of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
                                            to be entitled to such indemnification, hold harmless or exoneration right, advancement,
                                            contribution or insurance recovery, as the case may be (unless such judicial proceeding or
                                            arbitration was not brought by Indemnitee in good faith).



 


		14.6	Interest
                                            shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and
                                            Indemnitee for amounts which the Company indemnifies, holds harmless or exonerates, or is
                                            obliged to indemnify, hold harmless or exonerate for the period commencing with the date
                                            on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution,
                                            reimbursement or advancement of any Expenses and ending with the date on which such payment
                                            is made to Indemnitee by the Company.



 


		15	SECURITY



 


Notwithstanding
anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company
may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.


 






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		16	NON-EXCLUSIVITY;
                                            SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION



 


		16.1	The
                                            rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other
                                            rights to which Indemnitee may at any time be entitled under applicable law, the Articles,
                                            any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment,
                                            alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
                                            any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of
                                            when such Proceeding is first threatened, commenced or completed) arising out of, or related
                                            to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status
                                            prior to such amendment, alteration or repeal. To the extent that a change in applicable
                                            law, whether by statute or judicial decision, permits greater indemnification, hold harmless
                                            or exoneration rights or advancement of Expenses than would be afforded currently under the
                                            Articles or this Agreement, then this Agreement (without any further action by the parties
                                            hereto) shall automatically be deemed to be amended to require that the Company indemnify
                                            Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is
                                            intended to be exclusive of any other right or remedy, and every other right and remedy shall
                                            be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
                                            existing at law or in equity or otherwise. The assertion or employment of any right or remedy
                                            hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
                                            other right or remedy.



 


		16.2	The
                                            Articles permit the Company to purchase and maintain insurance or furnish similar protection
                                            or make other arrangements including, but not limited to, providing a trust fund, letter
                                            of credit, or surety bond (“Indemnification Arrangements”) on behalf of
                                            Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf
                                            of Indemnitee or in such capacity as a director, officer, employee or agent of the Company,
                                            or arising out of Indemnitee’s status as such, whether or not the Company would have
                                            the power to indemnify Indemnitee against such liability under the provisions of this Agreement,
                                            as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification
                                            Arrangement shall not in any way limit or affect the rights and obligations of the Company
                                            or of Indemnitee under this Agreement except as expressly provided herein, and the execution
                                            and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or
                                            affect the rights and obligations of the Company or the other party or parties thereto under
                                            any such Indemnification Arrangement.



 


		16.3	To
                                            the extent that the Company maintains an insurance policy or policies providing liability
                                            insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
                                            employees, or agents of the Company or of any other Enterprise which such person serves at
                                            the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
                                            with its or their terms to the maximum extent of the coverage available for any such director,
                                            officer, trustee, partner, manager, managing member, fiduciary, employee or agent under such
                                            policy or policies. If, at the time the Company receives notice from any source of a Proceeding
                                            as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise),
                                            the Company has director and officer liability insurance in effect, the Company shall give
                                            prompt notice of such Proceeding to the insurers in accordance with the procedures set forth
                                            in the respective policies. The Company shall thereafter take all necessary or desirable
                                            action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
                                            of such Proceeding in accordance with the terms of such policies.



 






    15


    


    

 


		16.4	In
                                            the event of any payment under this Agreement, the Company shall be subrogated to the extent
                                            of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers
                                            required and take all action necessary to secure such rights, including execution of such
                                            documents as are necessary to enable the Company to bring suit to enforce such rights.



 


		16.5	The
                                            Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder
                                            to Indemnitee who is or was serving at the request of the Company as a director, officer,
                                            trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
                                            shall be reduced by any amount Indemnitee has actually received as indemnification, hold
                                            harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding
                                            any other provision of this Agreement to the contrary, but subject to Section 27, (i) Indemnitee
                                            shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification,
                                            hold harmless, exoneration, advancement, contribution or insurance coverage among multiple
                                            parties possessing such duties to Indemnitee prior to the Company’s satisfaction and
                                            performance of all its obligations under this Agreement, and (ii) the Company shall perform
                                            fully its obligations under this Agreement without regard to whether Indemnitee holds, may
                                            pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution
                                            or insurance coverage rights against any person or entity other than the Company.



 


		17	DURATION
                                            OF AGREEMENT



 


All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer
of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and
shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and
any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether
or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement
can be provided under this Agreement.


 


		18	SEVERABILITY



 


If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is
not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the
fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested thereby.


 






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		19	ENFORCEMENT
                                            AND BINDING EFFECT



 


		19.1	The
                                            Company expressly confirms and agrees that it has entered into this Agreement and assumed
                                            the obligations imposed on it hereby in order to induce Indemnitee to serve as a director,
                                            officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying
                                            upon this Agreement in serving as a director, officer or key employee of the Company.



 


		19.2	Without
                                            limiting any of the rights of Indemnitee under the Articles as they may be amended from time
                                            to time, this Agreement constitutes the entire agreement between the parties hereto with
                                            respect to the subject matter hereof and supersedes all prior agreements and understandings,
                                            oral, written and implied, between the parties hereto with respect to the subject matter
                                            hereof.



 


		19.3	The
                                            indemnification, hold harmless, exoneration and advancement of expenses rights provided by
                                            or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties
                                            hereto and their respective successors and assigns (including any direct or indirect successor
                                            by purchase, merger, consolidation or otherwise to all or substantially all of the business
                                            and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a
                                            director, officer, employee or agent of the Company or a director, officer, trustee, general
                                            partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at
                                            the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s
                                            spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.



 


		19.4	The
                                            Company shall require and cause any successor (whether direct or indirect by purchase, merger,
                                            consolidation or otherwise) to all, substantially all or a substantial part, of the business
                                            and/or assets of the Company, by written agreement in form and substance satisfactory to
                                            Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and
                                            to the same extent that the Company would be required to perform if no such succession had
                                            taken place.



 


		19.5	The
                                            Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement,
                                            at some later date, may be inadequate, impracticable and difficult of proof, and further
                                            agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto
                                            agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive
                                            relief and/or specific performance hereof, without any necessity of showing actual damage
                                            or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
                                            shall not be precluded from seeking or obtaining any other relief to which Indemnitee may
                                            be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to
                                            such specific performance and injunctive relief, including temporary restraining orders,
                                            preliminary injunctions and permanent injunctions, without the necessity of posting bonds
                                            or other undertaking in connection therewith. The Company acknowledges that in the absence
                                            of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent
                                            jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking.



 






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		20	MODIFICATION
                                            AND WAIVER



 


No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver.


 


		21	NOTICES



 


All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
(i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed, on such delivery,
(ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so
mailed, or (iii) if sent by electronic mail during normal business hours of the recipient, on such delivery, and if sent by electronic
mail not sent during normal business hours, then on the recipient’s next business day.


 


		(a)	If
                                            to Indemnitee, at the address indicated on the signature page of this Agreement or such other
                                            address as Indemnitee shall provide in writing to the Company.



 


		(b)	If
                                            to the Company, to:

                                            

                                            Rigel Resource Acquisition Corp.

                                            7 Bryant Park

                                            1045 Avenue of the Americas, Floor 25

                                            New York, NY 10018

                                            Attn: Limor Nissan

                                            Email: lnissan@orionrp.com

                                            

                                            With copies, which shall not constitute notice, to:



 


Skadden,
Arps, Slate, Meagher & Flom LLP


525 University Avenue, Suite 1400


Palo Alto, California 94301


Attn: Gregg A. Noel, Esq., and Michael J. Mies, Esq.


Email: gregg.noel@skadden.com


Email: michael.mies@skadden.com


 



or to any other address as may have been furnished to Indemnitee in writing by the Company.


 






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		22	APPLICABLE
                                            LAW AND CONSENT TO JURISDICTION



 


This
Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the
Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America
or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action
or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action
or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 


		23	IDENTICAL
                                            COUNTERPARTS



 


This
Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.


 


		24	MISCELLANEOUS



 


Use
of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of
this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.


 


		25	PERIOD
                                            OF LIMITATIONS



 


No
legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely
filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action such shorter period shall govern.


 


		26	ADDITIONAL
                                            ACTS



 


If
for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the Company
undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company
to fulfil its obligations under this Agreement.


 






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		27	WAIVER
                                            OF CLAIMS TO TRUST ACCOUNT



 


Notwithstanding
anything contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any
kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it
may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such
trust account for any reason whatsoever.


 


		28	INTERPRETATION



 


In
this Agreement:


 


		(a)	“written”
                                            and “in writing” include all modes of representing or reproducing words in visible
                                            form, including in the form of an Electronic Record;



 


		(b)	“shall”
                                            shall be construed as imperative and “may” shall be construed as permissive;



 


		(c)	references
                                            to provisions of any law or regulation shall be construed as references to those provisions
                                            as amended, modified, re-enacted or replaced;



 


		(d)	any
                                            phrase introduced by the terms “including”, “include”, “in
                                            particular” or any similar expression shall be construed as illustrative and shall
                                            not limit the sense of the words preceding those terms;



 


		(e)	the
                                            term “and/or” is used herein to mean both “and” as well as “or.”
                                            The use of “and/or” in certain contexts in no respects qualifies or modifies
                                            the use of the terms “and” or “or” in others. The term “or”
                                            shall not be interpreted to be exclusive and the term “and” shall not be interpreted
                                            to require the conjunctive (in each case, unless the context otherwise requires).



 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	INDEMNITEE
	 	 
	 	/s/ Kelvin
    Dusnisky
	 	Name:	Kelvin Dusnisky
	 	Address: 	c/o Rigel Resource Acquisition Corp.
	 	 	7 Bryant Park
	 	 	1045 Avenue of the Americas,
	 	 	Floor 25
	 	 	New York, NY 10018





 


	 	RIGEL RESOURCE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Jonathan
    Lamb
	 	 	Name:	 Jonathan Lamb
	 	 	Title:	Chief Executive Officer


 


[Signature
Page to D&O’s Indemnity Agreement]


 





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